EMPLOYMENT AGREEMENT
This is an Agreement between First National Bank of Xxxxxxx County
and its affiliates (the "Bank") and Xxxxx X. Xxxxxxx (the "Employee").
WHEREAS the Employee has been employed by the Bank as Executive Vice
President, Business Banking Division, and that employment has been amicably
terminated.
WHEREAS, the employee has valuable training and experience in banking
and financial services.
WHEREAS, the Bank desires to employ the Employee as a Commercial
Mortgage Loan Officer 3, with the title of Vice President, to render services
for the Bank and on behalf of the Bank and the employee desires to be so
employed.
WHEREAS, the Bank and Employee entered into a certain Separation
Agreement and Release which became effective on November 3, 2004 ("Separation
Agreement") which provides for certain payments to Employee over a period of
time.
WHEREAS, the parties intend that the salary, car allowance, medical,
dental and group term life insurance received by Employee in the first twelve
months after the Commencement Date of this Agreement shall offset the Bank's
obligation to make payments to Employee under the aforesaid Separation
Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, the adequacy of which is hereby acknowledged, the Bank and Employee
agree as follows:
1. Employment.
The Bank hereby employs the Employee with the title Vice
President, as a Commercial Mortgage Loan Officer 3 (the "Position") and the
Employee hereby accepts such employment and its attendant responsibilities, and
agrees to serve the Bank in such capacities as set forth in the job description
for a Commercial Mortgage Loan Officer 3 with the Bank, a copy of which is
attached hereto as Exhibit A. Employee shall also be expected to meet certain
performance goals, as established by the President or his designee, which goals
shall be established after conferring with Employee during the first month after
the Commencement Date of this Agreement.
2. Services.
In carrying out his duties the employee shall report to and
accept direction from the President of the Bank, or his designee.
The Employee shall serve the Bank diligently, competently, and
to the best of his abilities during the period of employment. The Employee shall
devote substantially all of his time and attention to the business of the Bank
and its affiliates, and shall not undertake any other duties which conflict with
these responsibilities.
The Employee shall render such services as may reasonably be
required of him to accomplish the business purposes of the Bank, which shall
include specific responsibility as set forth in the job description, Exhibit A,
and such performance goals and duties as the President of the Bank or his
designee may assign to him from time to time and which are appropriate to the
Position.
3. Term.
The term of employment of the employee under this Agreement
shall commence on November 29, 2004 ("Commencement Date") and shall continue in
full force and effect until either the employee or the Bank shall have given
written notice of intent to terminate this Agreement, which notice shall be
given at least 14 days before the effective date of termination.
4. Compensation.
(a) Base Salary. The Employee's base starting salary shall be
at an annualized rate of One Hundred Seven Thousand Dollars ($107,000) ("Annual
Base Salary"). The Employee's Annual Base Salary shall be reviewed annually
throughout his employment with the Bank during the Bank's regular performance
review process.
(b) Incentive Compensation. The Bank may pay the Employee
additional compensation in the form of one or more bonuses, which additional
bonuses may be in such amounts, if any, and at times the Bank may determine in
its sole and absolute discretion.
(c) Car Allowance. For the first twelve months of Employee's
employment under this Agreement, the Bank shall pay Employee a monthly car
allowance of Seven Hundred Dollars ($700.00).
5. Benefits.
(a) General. During the period of employment, Employee shall be entitled to
participate in all applicable incentive, savings, and retirement plans,
practices, policies, and programs of Bank to the same extent as other similarly
situated employees of the Bank. The Employee will be entitled to five (5) weeks
of vacation annually based on his previous length of service with the bank.
(b) Medical and Dental Insurance. The Bank will continue to
provide medical and dental coverage to Employee to the same extent as other
similarly situated employees of the Bank. If the Bank provides medical and
dental insurance to Employee during the first twelve months of this Agreement,
then the payments due Employee under the Separation Agreement shall be reduced
by $591.59 per month for the remainder of 2004, [Employer's current contribution
toward medical ($537.67) plus dental ($53.92) premiums. The amount of the
Employer contribution will change in 2005 based on the Bank's medical and dental
plan and the Bank's respective contribution and the payments due Employee under
the Separation Agreement shall be reduced accordingly].
In the event that Employee accepts employment with another
employer who provides similar coverage, on terms similar to those provided to
you by the Bank during your employment, Employee agrees to accept the insurance
available through Employee's new employer and the obligation of the Bank to make
a partial COBRA payment will cease.
(c) Group Term Life Insurance. If the Bank provides group term
life insurance to Employee during the first twelve months of this Agreement,
then the payments due Employee under the Separation Agreement shall be reduced
by $552.59 for each month in which the Bank provides group term life insurance
to Employee.
6. No Modification of Separation Agreement.
Employee and Bank agree that this Agreement in no way modifies
any portion of the Separation Agreement and that to the extent there is any
conflict between the Separation Agreement and this Agreement, the Separation
Agreement shall control. Notwithstanding the foregoing, Employee agrees that all
salary, medical and dental insurance, car allowance and group term life
insurance benefits received by Employee in the first twelve (12) months of
employment by the Bank under this Agreement shall be an offset against the
Bank's obligations to make payments to Employee under the Separation Agreement.
7. Confidential Information.
All confidential information which Employee may obtain during
the period of employment relating to the business of the Bank and its affiliates
shall not be published, disclosed, or made accessible by him to any other
person, firm, or bank except in the business and for the benefit of Bank, and
its affiliates. For purposes of this Agreement, "confidential information" shall
include (i) the identity of, and information regarding, the Bank's suppliers,
vendors and customers, (ii) Bank's research, research plans, marketing plans,
market analyses, and (iii) Bank's prices, costs and billing practices. The
provisions of this paragraph shall survive the termination of this Agreement,
but shall not apply to any information which is or becomes publicly available
otherwise than by any breach of this paragraph.
8. Remedies in Case of Breach of Certain Covenants or Termination.
Bank and Employee agree that the damages that may result to
Bank from misappropriation of confidential information or competition as
prohibited by this Agreement could be estimated only by conjecture and not by
any accurate standard, and, therefore, any breach by Employee of the provisions
of such provisions, in addition to giving rise to monetary damages, may be
enjoined.
9. Representations and Warranties.
a. Employee represents and warrants to Bank that he is under
no contractual or other restriction or obligation which would prevent the
performance of his duties hereunder, or which interfere with the rights of Bank
hereunder. Employee represents and agrees that he has no agreements or
arrangements with Bank or any of its affiliates providing for the compensation
of Employee in any respect other than as set forth in this Agreement.
b. Bank represents and warrants to Employee that it has all
requisite power and authority to execute, deliver, and perform this Agreement
and all necessary corporate proceedings of Bank have been duly taken to
authorize the execution, delivery, and performance of this Agreement by Bank.
10. Severability.
In case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal, or unenforceable in any
respect such invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be construed as if
such invalid, illegal or unenforceable provision(s) had never been contained
herein, provided that such invalid, illegal or unenforceable provision(s) shall
first be curtailed, limited or eliminated only to the extent necessary to remove
such invalidity, illegality or unenforceability with respect to the applicable
law as it shall then be applied.
11. Modification of Agreement.
This Agreement shall not be modified by any oral agreement,
either expressed or implied, and all modifications hereof shall be in writing
and signed by the parties hereto.
12. Waiver.
The waiver of any right under this Agreement by any of the
parties hereto shall not be construed as a waiver of the same right at a future
time or as a waiver of any other rights under this Agreement.
13. Governing Law.
This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania, without giving
affect to the principles of conflicts of laws.
14. Successors.
(a) This Agreement is personal to Employee and, without the
prior written consent of Bank, shall not be assignable by Employee. This
Agreement shall inure to the benefit of and be enforceable by Employee's legal
representatives.
(b) This Agreement shall inure to the benefit of and be
binding upon Bank and its successors and assigns.
(c) Bank shall require any successor (whether direct or
indirect, by purchase, merger, consolidation, or otherwise) to all or
substantially all of the business and/or assets of Bank expressly to assume and
agree to perform this Agreement in the same manner and to the same extent that
Bank would have been required to perform it if no such succession had taken
place. As used in this Agreement, "Bank" shall mean both Bank as defined above
and any such successor that assumes and agrees to perform this Agreement, by
operation of law or otherwise.
15. Entire Agreement.
This Agreement constitutes the entire contract between the
parties with respect to Employee's performance of Services for the Bank. The
Bank and Employee have not relied upon any other statement, agreement, or
contract, whether written or oral, in deciding to enter into this Agreement. No
modification or amendment hereto shall be valid unless executed in writing by
each of the parties to the Agreement. This Agreement is not effective until
signed by both parties
16. Notices.
Any notice to be given pursuant to this Agreement shall be
sufficient if in writing and mailed by certified or registered mail,
postage-prepaid, to the addresses listed below:
If to Bank:
Xxxxx X. Xxxxx, President
First National Bank of Xxxxxxx Xxxxxx
0 Xxxxx Xxxx Xxxxxx
P. O. Xxx 000 Xxxx Xxxxxxx, XX 00000
with a copy to:
Xxxxxxx X. Xxxxxxxxx, Esquire
XxxXxxxx Xxxxxx, Ltd.
00 Xxxx Xxxxx Xxxxxx - P. O. Xxx 000
Xxxx Xxxxxxx, XX 00000-0000
Phone: (000) 000-0000
Fax: (000) 000-0000
With a copy to:
If to Employee:
Xxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, XX 00000
000-000-0000
(Employee to fill in preferred contact information)
With a copy to:
Xxxxxx X. Xxxxxx, Esquire
Xxxxxxxx, Xxxxxx & Xxxx
000 Xxxx Xxx Xxxxxx
Xxxx Xxxxxxx, XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
EMPLOYEE FIRST NATIONAL BANK
OF XXXXXXX COUNTY
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxx
---------------------- -----------------------
Xxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Date: ___________________ Date: ___________________________
